Effective: April 12, 2021
Latest Legislation: Senate Bill 276 - 133rd General Assembly
(A) The name of a limited liability company shall contain the words "limited liability company" or the abbreviation "L.L.C.," "LLC," "limited," "ltd.," or "ltd".
(B) Except as provided in this section and in sections 1701.75, 1701.78, 1701.82, 1705.36, and 1705.37 of the Revised Code, the secretary of state shall not accept for filing in the secretary of state's office the articles of organization of a limited liability company if the company name set forth in the articles is not distinguishable on the records of the secretary of state from the name of any of the following:
(1) Any other limited liability company, whether the name is of a domestic limited liability company or of a foreign limited liability company registered as a foreign limited liability company under this chapter;
(2) Any corporation, whether the name is of a domestic corporation or of a foreign corporation holding a license as a foreign corporation under the laws of this state pursuant to Chapter 1701., 1702., or 1703. of the Revised Code;
(3) Any limited liability partnership, whether the name is of a domestic limited liability partnership or a foreign limited liability partnership registered pursuant to Chapter 1775. or 1776. of the Revised Code;
(4) Any limited partnership, whether the name is of a domestic limited partnership or a foreign limited partnership registered pursuant to Chapter 1782. of the Revised Code;
(5) Any trade name to which the exclusive right, at the time in question, is registered in the office of the secretary of state pursuant to Chapter 1329. of the Revised Code.
(C) A limited liability company may apply to the secretary of state for authorization to use a name that is not distinguishable from the names identified in division (B) of of this section if there also is filed in the office of the secretary of state, on a form prescribed by the secretary of state, the consent of the other person or, in the case of a registered trade name, the person in whose name is registered the exclusive right to use the name, which consent is evidenced in a writing signed by any authorized officer or any authorized representative of the other person.
(D) If a judicial sale or other transfer by order of a tribunal involves the right to use the name of a limited liability company or of a foreign limited liability company, then division (B) of this section shall not be applicable with respect to any person that is subject to the order.
(E) Any person that wishes to reserve a name for a proposed new limited liability company, a limited liability company that intends to change its name, or an assumed name for a foreign limited liability company whose name is not available may submit to the secretary of state, on a form prescribed by the secretary of state, a written application for the exclusive right to use a specified name as the name of the company. If the secretary of state finds, consistent with this section, that the specified name is available for use, the secretary of state shall file the application. From the date of the filing, the applicant has the exclusive right for one hundred eighty days to use the specified name as the name of the limited liability company, counting the date of the filing as the first of the one hundred eighty days. The right so obtained may be transferred by the applicant or other holder of the right by filing in the office of the secretary of state a written transfer, on a form prescribed by the secretary of state, that states the name and address of the transferee.
Last updated September 9, 2021 at 11:46 AM
Structure Ohio Revised Code
Title 17 | Corporations-Partnerships
Chapter 1706 | Ohio Revised Limited Liability Company Act
Section 1706.01 | Limited Liability Company Definitions.
Section 1706.02 | The Revised Limited Liability Company Act.
Section 1706.03 | Knowledge and Notification of Facts.
Section 1706.04 | Separate Legal Entity.
Section 1706.05 | Scope of Authority of Limited Liability Company.
Section 1706.06 | Interpretation and Application of Revised Limited Liability Company Act.
Section 1706.061 | Authority of State Law Over Limited Liability Companies.
Section 1706.07 | Naming of Limited Liability Company.
Section 1706.08 | Limited Liability Company Operating Agreements.
Section 1706.081 | Enforcement of Operating Agreements.
Section 1706.082 | Operating Agreement Amendment, Provision of Rights, Obligations.
Section 1706.09 | Legal Agents of Limited Liability Companies.
Section 1706.16 | Articles of Organization.
Section 1706.161 | Amendments to Articles of Organization.
Section 1706.17 | Filed Records of a Limited Liability Company to Be Signed.
Section 1706.171 | Incomplete or Undelivered Records.
Section 1706.172 | Records Requirements.
Section 1706.173 | Certificates of Correction.
Section 1706.174 | Incorrect or Inaccurate Records - Penalty.
Section 1706.18 | Binding of Limited Liability Company.
Section 1706.19 | Statement of Authority, Amendments and Cancellation, Certificate of Dissolution.
Section 1706.20 | Statement of Denial.
Section 1706.26 | Liabilities of Limited Liability Company Members.
Section 1706.27 | Admission as a Member of a Limited Liability Company.
Section 1706.28 | Contributions of Members of a Limited Liability Company.
Section 1706.281 | Obligation to Make a Contribution.
Section 1706.29 | Distributions of Limited Liability Company.
Section 1706.30 | Direction and Oversight of a Limited Liability Company.
Section 1706.31 | Duties of a Member to a Limited Liablity Company and Other Members.
Section 1706.311 | Duties of a Manager to a Limited Liability Company and Its Members.
Section 1706.32 | Indemnification, Advancement, Reimbursement, and Insurance.
Section 1706.33 | Right of Members and Dissociated Members to Records.
Section 1706.331 | Reliance on Reports and Information.
Section 1706.332 | Power of Personal Representative of Deceased Member.
Section 1706.34 | Member's Membership Interest Is Personal Property and Assignable.
Section 1706.341 | Assignment of Limited Liability Company Interest.
Section 1706.342 | Charging Order Relating to Judgments.
Section 1706.41 | Wrongful Dissociation.
Section 1706.411 | Circumstances Causing Dissociation.
Section 1706.412 | Effect of Dissociation.
Section 1706.46 | Cancellation and Reinstatement.
Section 1706.47 | Dissolution.
Section 1706.471 | Effect of Dissolution.
Section 1706.472 | Winding Up of Limited Liability Company Activities.
Section 1706.473 | Claims Against Dissolved Limited Liability Company.
Section 1706.474 | Publication of Dissolution.
Section 1706.475 | Winding Up Payment to Creditors and Distribution of Surplus.
Section 1706.51 | Foreign Limited Liability Company Governing Law.
Section 1706.511 | Foreign Limited Liability Company Registration.
Section 1706.512 | Actions Not Constituting Transacting Business in Ohio.
Section 1706.513 | Complying Name for Registration.
Section 1706.514 | Cancellation of Registration With Secretary of State.
Section 1706.515 | Collection of Debts Without Registration Prohibited.
Section 1706.61 | Right of Derivative Action.
Section 1706.611 | Member Standing for Derivative Action.
Section 1706.612 | Written Demand Requirement.
Section 1706.613 | Stay of Derivative Action.
Section 1706.614 | Dismissal of Derivative Action.
Section 1706.615 | Discontinuance or Settlement.
Section 1706.616 | Payment of Expenses.
Section 1706.617 | Jurisdiction of Derivative Action Proceedings.
Section 1706.62 | Member Suit Against Other Members.
Section 1706.71 | Merger Authority, Conditions, and Conversion of Ownership Interests.
Section 1706.711 | Merger Approval, Amendment, or Abandonment.
Section 1706.712 | Merger Certificate and Effective Date.
Section 1706.713 | Merger Effect.
Section 1706.72 | Conversion to or From Llc Form.
Section 1706.721 | Conversion Approval, Amendment, or Abandonment.
Section 1706.722 | Conversion Certificate and Effective Date.
Section 1706.723 | Conversion Effect.
Section 1706.73 | Merger or Conversion Consent if Personal Liability Will Attach.
Section 1706.74 | Merger or Conversion Under Other Law.
Section 1706.76 | Separate Asset Series-Designation by Operating Agreement.
Section 1706.761 | Separate Asset Series-Limited Liability Statement.
Section 1706.762 | Separate Asset Series-How Assets Held.
Section 1706.763 | Separate Asset Series-Limited Liability Statement Effective.
Section 1706.764 | Separate Asset Series-Wrongful Dissociation From Series.
Section 1706.765 | Separate Asset Series-Circumstances Causing Dissociation From Series.
Section 1706.766 | Separate Asset Series-Effect of Dissociation.
Section 1706.767 | Separate Asset Series-Effect of Series Dissolution.
Section 1706.768 | Separate Asset Series-Events Causing Series Dissolution.
Section 1706.769 | Separate Asset Series-Activities and Proceedings After Dissolution.
Section 1706.7610 | Separate Asset Series-Responsibility to Wind Up Activities After Dissolution.
Section 1706.7611 | Separate Asset Series-Disposition of Claims After Dissolution.
Section 1706.7612 | Separate Asset Series-Notice of Dissolution and Limitation of Claims.
Section 1706.7613 | Separate Asset Series-Distribution of Funds Upon Wind Up.
Section 1706.81 | Effect on Federal Law.
Section 1706.82 | Llc May Act Outside the State.
Section 1706.83 | Chapter Applies to All Llcs on and After February 11, 2022.